[LETTERHEAD]

                                                            Exhibits 5 and 23.1
June 28, 1996



Active Voice Corporation
2901 Third Avenue, Suite 500
Seattle, Washington 98121-9800

RE:  FORM S-8 REGISTRATION STATEMENT

Ladies and Gentlemen:

We have acted as counsel to you (the "Company") in connection with the
preparation of its Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), which the
Company will file with the Securities and Exchange Commission, with respect to
an aggregate of 150,000 shares of Common Stock of the Company (the "Shares")
issuable under the Company's 1996 Employee Stock Purchase Plan (the "Plan").

We have examined the Registration Statement and such other documents and records
as we have deemed relevant and necessary for the purpose of this opinion.

Based upon and subject to the foregoing, we are of the opinion that the Shares
issuable under the Plan will, upon due execution by the Company and the
registration by its registrars of the certificates for the Shares and issuance
thereof by the Company and receipt by the Company of the consideration therefor
in accordance with the terms of the Plan, be validly issued, fully paid and
nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Benjamin F. Stephens

Benjamin F. Stephens
     of
GRAHAM & JAMES LLP/RIDDELL WILLIAMS P.S.